UnibailRodamco agrees to acquire Australia’s Westfield

Paris-based Unibail-Rodamco SE and Westfield Corporation have announced that UnibailRodamco has entered into an agreement to acquire Westfield. The proposed transaction has been unanimously recommended by Westfield’s Board of Directors and Unibail-Rodamco’s Supervisory Board.
Under the terms of the agreement, Westfield securityholders will receive a combination of cash and shares in Unibail-Rodamco, valuing each Westfield security at a price of US$7.55 (or A$10.01) and representing a premium of 17.8% to Westfield’s closing security price on December 11, 2017. The Transaction implies an enterprise value for Westfield of US$24.7 billion.
The business combination is a unique value proposition for both Unibail-Rodamco shareholders and Westfield securityholders, who will benefit from:
– The creation of a global property leader with €61.1 billion (US$72.2 billion) of Gross Market Value, strategically positioned in 27 of the world’s most attractive retail markets and cities;
– A unique platform of 104 assets attracting 1.2 billion visits annually, creating a must-have partner for all global retailers and brands across Europe and select markets in the United States. 56 of the 104 assets, representing 84% of the combined GMV, are flagship shopping destinations;
– The progressive roll-out of the world famous Westfield brand in the Group’s flagship shopping destinations;
– Strong organic long-term growth prospects through the world’s largest development pipeline of €12.3 billion
focused on flagship assets in key markets;
– A value creating transaction, which Unibail-Rodamco expects to be accretive to its recurring earnings per share in the first full year, with expected run-rate synergies of €100 million per annum;
– A robust balance sheet, with an expected credit rating in the “A” category post Transaction and an expected pro forma Loan-To-Value (LTV) of 39% as at June 30, 2017, well within UnibailRodamco’s historical objective of between 35% and 45%;
– An attractive dividend distribution policy, representing 85% to 95% of the Group’s pro forma recurring net earnings;
– An efficient structure with the Group operating as a REIT in France, the Netherlands, the United Kingdom and the United States;
– An enlarged capital markets profile with a pro forma market capitalization of €31.1 billion, increased stock liquidity and inclusion in major equity indices in Europe and Australia;
– A best-in-class management team, leveraging Unibail-Rodamco and Westfield’s superior track records and the strengths of both groups, with the support of their 3,700 employees;
– Post Transaction, Christophe Cuvillier will be the Group Chief Executive Officer and Colin Dyer will be the Group Chairman of the Supervisory Board.
Commenting on the Transaction, Christophe Cuvillier, Chairman of the Management Board and Chief Executive Officer of Unibail-Rodamco, said: “We are delighted to announce this transaction today. All of us at Unibail-Rodamco have immense respect for what the Lowy family and the Westfield team have accomplished with the Westfield brand and the company’s iconic collection of world class shopping destinations. The acquisition of Westfield is a natural extension of Unibail-Rodamco’s strategy of concentration, differentiation and innovation. It adds a number of new attractive retail markets in London and the wealthiest catchment areas in the United States. It provides a unique platform of superior quality shopping destinations supported by experienced professionals of both Unibail-Rodamco and Westfield. We believe that this transaction represents a compelling opportunity for both companies to realize benefits not available to each company on a standalone basis, and creates a strong and attractive platform for future growth. We look forward to welcoming Westfield’s securityholders as shareholders in the new Group and continuing to create significant value for our existing and new shareholders.”
Commenting on the Transaction, Sir Frank Lowy AC, Chairman of the Westfield Board of Directors, said: “The transaction announced today is the culmination of the strategic journey Westfield has been on since its 2014 restructure. We see this transaction as highly compelling for Westfield’s securityholders and Unibail-Rodamco’s shareholders alike. Unibail-Rodamco’s track record makes it the natural home for the legacy of Westfield’s brand and business. We look forward to seeing Westfield continue to grow as part of the world’s premier owner of flagship shopping destinations.”